Sec Form 4 Filing - Thompson Peter A. @ Janux Therapeutics, Inc. - 2021-06-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Thompson Peter A.
2. Issuer Name and Ticker or Trading Symbol
Janux Therapeutics, Inc. [ JANX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O JANUX THERAPEUTICS, INC., 11099 N. TORREY PINES ROAD, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2021
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/15/2021 C 1,348,421 A 1,348,421 I See footnotes ( 2 ) ( 3 )
Common Stock 06/15/2021 C 823,742 A 2,172,163 I See footnotes ( 2 ) ( 3 )
Common Stock 06/15/2021 P( 4 ) 588,203 A $ 17 2,760,366 I See footnotes ( 2 ) ( 3 )
Common Stock 06/15/2021 C 164,748 A 164,748 I See footnotes ( 3 ) ( 5 )
Common Stock 06/15/2021 P( 4 ) 117,650 A $ 17 282,398 I See footnotes ( 3 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securit ies Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) 06/15/2021 C 1,052,632 ( 1 ) ( 1 ) Common Stock 1,348,421 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 06/15/2021 C 643,046 ( 1 ) ( 1 ) Common Stock 823,742 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series B Convertible Preferred Stock ( 1 ) 06/15/2021 C 128,609 ( 1 ) ( 1 ) Common Stock 164,748 ( 1 ) 0 I See footnotes ( 3 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Peter A.
C/O JANUX THERAPEUTICS, INC.
11099 N. TORREY PINES ROAD, SUITE 290
LA JOLLA, CA92037
X
Signatures
/s/ Tighe Reardon, Attorney-in-Fact 06/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the "Preferred Stock") converted into 1.281 shares of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. Share numbers give effect to such conversion. The Preferred Stock had no expiration date.
( 2 )The securities are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII") is the generalpartner of OPI VIII and OrbiMed Advisors LLC ("Advisors") is the managing member of GP VIII. By virtue of such relationships, GP VIII andAdvisors may be deemed to have voting and investment power with respect to the shares held by OPI VIII and as a result may be deemed tohave beneficial ownership of such shares. Advisors exercises investment and voting power through a management committee comprised of CarlL. Gordon, Sven H. Borho, and Jonathan T. Silverstein. The Reporting Person is an employee of Advisors.
( 3 )Each of Advisors, GP VIII, OrbiMed Genesis GP LLC ("Genesis GP"), and the Reporting Person disclaims beneficial ownership of the securitiesreported herein for purposes of Rule 16(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent ofits or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner ofsuch securities for purpose of Section 16 of the Exchange Act, or for any other purpose.
( 4 )The shares were purchased in the Issuer's initial public offering.
( 5 )The securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Fund"). Genesis GP is the general partner of Genesis Fundand Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and Advisors may be deemed to have votingand investment power with respect to the shares held by Genesis Fund and as a result may be deemed to have beneficial ownership of suchshares. Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho, andJonathan T. Silverstein. The Reporting Person is an employee of Advisors.

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